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TERMS OF AGREEMENT

These terms of use, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”) govern your use of priorauthnow.com (this “Website”), including the use of prior authorization (“PA”) and related services, and any modifications to these services (collectively, “Services”). These Terms of Use constitute a legally binding agreement between you and PriorAuthNow, Inc. (“PriorAuthNow” “we” or “us”).

Your use of the Services is conditioned on you: (i) being either a licensed health care provider, or the employee of a licensed health care provider; (ii) having the intent or being the agent of one who has the intent to recommend or perform a medical procedure; (iii) being authorized to agree to these Terms of Use; and (iv) registering an account on the Website to access the Services. Third parties, such as hubs, consulting companies, or other reimbursement support service providers, who are compensated by pharmaceutical manufacturers and who do not have an agreement otherwise governing the use of the Services are not permitted to agree to these Terms of Use or use the Services. Any user in violation of this provision is subject to immediate account termination as set forth in the Access Rights section below.

Upon registration of an account on the Website, you will be given the option to notify us of your intent to comply with these Terms of Use. By clicking “I AGREE”, you agree that you have read, understand, and agree to be bound by these Terms of Use. If you do not agree with any of these Terms of Use, do not use the Services.

The Website is owned by PriorAuthNow, Inc., a Delaware corporation, is located at 200 East Campus View Blvd., Suite 200, Columbus, Ohio 43235 (“PriorAuthNow”). Reference to PriorAuthNow herein will include any subsidiaries or affiliates of PriorAuthNow involved with providing the Services offered by PriorAuthNow. The servers that host this Website are located in the United States, and any Protected Health Information, as defined in 45 CFR § 160.103 (“PHI”), provided to us will be processed by PriorAuthNow in the United States.

PRIVACY OBLIGATIONS

PriorAuthNow provides its Services as a business associate to health care providers. Therefore, prior to using any of the Services, you must read, and agree with the terms set forth in the Business Associate Agreement (“BAA”), which is part of these Terms of Use. The BAA requires us to protect your PHI and specifies the purposes for which it may be lawfully used and disclosed by us. Your use of the Services constitutes acceptance and agreement with the terms of the BAA. If we enter into business relationships with subcontractors who will have access to PHI, then we will require them to enter into BAA with us.

HOSPITALS

If you are a hospital, or similar institution, no later than 30 days after creating your account on the Website, you must enter into a Services contract with PriorAuthNow. For more information on the Services contract, please email [email protected]

YOUR OBLIGATIONS WHEN USING PRIORAUTHNOW

Each use of the Services constitutes a representation and warranty that you have obtained all consents and authorizations that are required: (i) to provide PHI to us; (ii) for us to use and disclose the PHI provided by you so that we may provide you with the Services; and (iii) to sign the submitted PA request. Further, each time you use the Services, you represent and warrant that you have provided to all necessary recipients all notices required by state and federal law as it relates to medical and health privacy, including, but not limited to a notice of privacy practices.

When you create an account on the Website, or use our Services, you must provide us with current, complete, and accurate information. The accuracy of any information, form, or other document that you submit to us or to any health plan is your responsibility. We are under no obligation, legal or otherwise, to verify the accuracy of any information that you provide to us. Nevertheless, we reserve the right to suspend or terminate your access to the Website or to the Services if we believe that any of the information you have provided is not accurate, is incomplete, or is unauthorized. You must treat any usernames, passwords, and other account information as confidential, and you must not disclose any of them to any person or entity. You agree to notify us immediately of any unauthorized access or use of your username or password, or any other breach of security. You agree that you will sign off of your account after each session, and that you will exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We are not liable for any loss that you may incur as a result of unauthorized access to your account, whether it is with or without your knowledge. You agree that you may be liable if PriorAuthNow suffers losses as a result of unauthorized access to your account.

If you are creating an account as an employee of a health care provider, you understand and agree that your account is specific to that health care provider and therefore, if your employment with that health care provider ends or is terminated for any reason, you are no longer permitted to access our Services through that account, and must either disable your account, or immediately notify PriorAuthNow at [email protected] so that we may disable that account.

PRIORAUTHNOW DOES NOT PROVIDE MEDICAL ADVICE

PriorAuthNow does not provide and its Services do not constitute medical advice, nor do we determine medical necessity, insurance coverage or copays. At no time in the providing of Services is PriorAuthNow engaged in the practice of medicine. PriorAuthNow is not a substitute for a health care providers’ professional medical judgment, or for individual patient assessments and examinations. The content of this Website should not be used during a medical emergency or for the diagnosis or treatment of any medical condition. Reliance on any of the information provided by PriorAuthNow or provided on or by the Website is solely at the user’s and the health care provider’s own risk. PriorAuthNow does not recommend or endorse any specific products, services, physicians, tests, procedures, opinions, or other information that may be available on this Website.

We make efforts to ensure that the information available through our Website is complete and accurate, but we do not make any warranties that the information on the Website is current, accurate, or complete. Further, some information available through the Website may be entered by third parties. PriorAuthNow does not review such content for completeness or accuracy or screen it in any way. You acknowledge and agree that PriorAuthNow is not responsible for the content of any materials or information posted to or otherwise available on the Website, whether provided by PriorAuthNow, you, or another user. Any reliance on such materials is at your own risk.

CONTACTING YOU, YOUR PATIENTS, OR OTHERS ON YOUR BEHALF

Your use of the Services requires that you provide us with, and maintain current, complete, and accurate information on your PriorAuthNow account. You agree to indemnify us, as described in “Indemnification” below, for any third-party claims arising from our reliance on such information and your failure to keep it up to date.

You agree that we may contact you by phone, fax, or email so long as our contact is reasonable and appropriate, and you acknowledge that your use of the Services constitutes an Established Business Relationship under the Telephone Consumer Protection Act and the Junk Fax Prevention Act. You agree that we may also send you promotional information on features and benefits available to PriorAuthNow users by phone, fax, or email.

By clicking “I AGREE” you represent: (i) that you are authorized to give this consent on behalf of yourself, and your company, practice, or organization; and (ii) that you, and your company, practice, or organization agrees that PriorAuthNow and its partners may send you, and your company, practice, or organization information, via fax, in connection with PA requests and promotional or advertising material regarding PriorAuthNow or its partners, to the fax number(s) and email address(es) you provided when you registered as a PriorAuthNow user.

You agree we may substitute a fax number provided by you and submitted with a PA for submission by us to health plans on your behalf with a PriorAuthNow fax number so that the plan determination will be faxed to us and delivered as part of the Services. We do this to provide you, your patient, and other authorized providers with a superior, and more efficient experience in delivering medical procedure determinations.

PriorAuthNow may receive other communications that are unrelated to your PAs at the substituted PriorAuthNow fax number. PriorAuthNow will make commercially reasonable efforts to forward such unrelated communications to you if we are able to determine, with reasonable certainty, that they are intended for you. However, PriorAuthNow disclaims any responsibility for failure to deliver to you any communications which a health plan transmits to us that are ambiguous or unrelated to your PA.

WEBSITE OWNERSHIP

PriorAuthNow and its licensors, if any, own all proprietary rights to the Website and Services, and all components thereof, including without limitation all text, images, data, information, and other content (collectively, “PriorAuthNow Content”), and all intellectual property rights therein, displayed, available, or appearing on the Website. The software coding and the look and feel of the Service provided by PriorAuthNow are copyrighted by, and the property of, PriorAuthNow, and all rights are reserved by PriorAuthNow. You should assume that everything you see on this Website is copyrighted, unless otherwise noted, and may not be used without permission, except as otherwise provided in these Terms of Use. You may not duplicate, copy, or reuse any portion of the code, including HTML/CSS, JavaScript, visual design elements, or concepts without express written permission from PriorAuthNow. Any reproduction or display of the PriorAuthNow Content available on the Website, or any portion of such PriorAuthNow Content, not in accordance with these Terms of Use is expressly prohibited.

PriorAuthNow may use certain documents from other companies, including but not limited to forms provided by health care insurers (plans) or their business partners. Copyright of these documents is retained by their respective owners, and PriorAuthNow claims no ownership of such material. PriorAuthNow uses such material under fair-use provisions of copyright law or by written consent of the owner.
Provided you are not in default of any of your obligations hereunder, PriorAuthNow gives you a limited, revocable, non-assignable, and non-exclusive license to use the Website and the Services within the United States in accordance with these Terms of Use. You agree not to infringe upon any intellectual property rights or remove or modify related proprietary notices contained in this Website.

USER CONTENT

Each time you create, transmit, or display information while using the Website, you representing and warranting that you either own or have the legal right and authority to use and disclose such information. Any information you submit (“User Content”)—excluding PHI, which is governed by the BAA, user contact information, tax information, and related information—will be treated as non-confidential and may be disclosed through the Website for browsing, downloading, printing, and other uses by persons or entities. You agree that you will not submit any User Content to the Website that you do not have full authority to submit. It is your responsibility to determine whether User Content you submit is protected by any applicable laws, including intellectual property laws. You agree that PriorAuthNow will have, and that you grant us a worldwide, royalty-free, perpetual, irrevocable, sub-licensable, non-exclusive right and license to use, translate, reproduce, sell, publish, distribute, modify, adapt, display, perform, promote, and link to, in any form or media, any User Content. We do not endorse any User Content that may appear on this Website. Nothing in these Terms of Use will obligate us to use any User Content or permit the posting of such User Content on this Website.

HOW YOU MAY USE THE SERVICES

You may use the Website and Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website and Services (collectively, “Wrongful Use”):

a) In any way that violates any applicable federal, state, local or international law or regulation including, but not limited to, those pertaining to privacy, intellectual property, the export of data or software, coding, billing, and payment.

b)Outside of the interfaces we provide, nor may you interfere with or disrupt the proper operation of our Services. You may not use submit any content that is illegal, inaccurate, misleading, misappropriated, defamatory, obscene, or otherwise objectionable.

c)To deploy any robot, spider, or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website or introduce any viruses, trojan horses, worms, or other material which is malicious or technologically harmful.

d)To reverse engineer, disassemble, or decompile any software code or proprietary elements of the Website or our Services.

e)To compromise security or tamper with system resources or accounts, including password guessing programs, cracking tools, or network probing tools.

Only human users using the Website manually are permitted. If you become involved in any Wrongful Use, PriorAuthNow reserves the right to release your details to system administrators at other sites and law enforcement authorities in order to assist them in resolving security incidents.

It is our policy not to tolerate any Wrongful Use. If we become aware of any Wrongful Use, we will, in good faith, use our reasonable efforts to remove, disable, or restrict access to the availability of User Content on the Website that, in our sole discretion, constitutes Wrongful Use. This provision does not impose upon PriorAuthNow any contractual obligation to undertake, or refrain from undertaking, any particular course of conduct, or to monitor the Website.
If you believe that someone has violated this policy, we ask you to promptly notify us by email at [email protected] and provide as detailed a description of the alleged violation as possible.

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express consent. If PriorAuthNow detects, and determines at its sole discretion, inappropriate linking practices, we may require removal or modification of the link, as well as compliance with any and all requirements of PriorAuthNow relating thereto.

In order to facilitate the Services, third parties may be granted access to certain elements of the information that you provide to us, subject to the terms of the BAA and these Terms of Use. For more information, please contact [email protected]

ACCESS RIGHTS

We reserve the right to deny access to any user at any time for any reason. We may limit, modify, suspend, or terminate your use of this Website at any time without liability or prior notice, and may suspend or terminate your use of our Services if you fail to comply with these Terms of Use. UPON SUSPENSION OR TERMINATION, WE MAY DELETE YOUR ACCOUNT, INFORMATION, FILES, AND OTHER PREVIOUSLY AVAILABLE CONTENT, AND PRIORAUTHNOW SHALL HAVE NO RESPONSIBILITY TO BACKUP OR PRESERVE ANY SUCH MATERIALS OR DATA.

AMENDING THE TERMS OF USE

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. The most current Terms of Use will always be available on the Website. If you do not agree to the modified Terms of Use, you should delete your account and stop using the Services. For information on how to do so, contact us at [email protected]

INDEMNIFICATION

You and PriorAuthNow each agree to indemnify, defend, and hold harmless the other party, and its affiliates, officers, directors, employees, contractors, and licensors from any demands, claims, damages, liabilities, losses, expenses, or harms (including attorneys’ fees) arising directly or indirectly out of or related to the use of the Services or breach of these Terms of Use including both direct and third-party claims. You and PriorAuthNow each agree not to settle any indemnified claim without the written consent of the other party.

WARRANTIES

YOU UNDERSTAND AND AGREE THAT OUR SERVICE IS AVAILABLE SOLELY ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER PRIORAUTHNOW NOR ANY OF PRIORAUTHNOW’S LICENSORS MAKE ANY EXPRESS WARRANTIES, AND EACH OF THEM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, RESULTS, COMPLETENESS, ACCESSIBILITY, COMPATIBILITY, SECURITY, AND FREEDOM FROM COMPUTER VIRUS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PRIORAUTHNOW NOR ANY OF PRIORAUTHNOW’ LICENSORS MAKE ANY WARRANTY THAT THE CONTENT OF THE WEBSITE SATISFIES GOVERNMENT REGULATIONS REQUIRING DISCLOSURE OF INFORMATION ON MEDICAL PROCEDURES. IN NO EVENT SHALL PRIORAUTHNOW BE LIABLE FOR ANY LOSS OR DAMAGE, DELAY IN PERFORMANCE, OR NONPERFORMANCE CAUSED BY EQUIPMENT MALFUNCTION OR BREAKDOWN, NETWORK OR PIPELINE DISRUPTION, SEVERE WEATHER CONDITIONS, INFORMATION UNAVAILABILITY, STRIKES OR OTHER LABOR DISPUTES, RIOTS, FIRE, INSURRECTION, WAR, FAILURE OF CARRIERS, ACCIDENTS, ACTS OF GOD, OR ANY OTHER CAUSES BEYOND PRIORAUTHNOW’ REASONABLE CONTROL. IF ANY APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

The owner of the Website is based in the state of Ohio in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. No software may be downloaded or otherwise exported into any countries that are subject to United States export/import control restrictions or other national security restrictions.

LIMITS ON LIABILITY

IF YOU ARE DISSATISFIED WITH OUR SERVICES OR ANY OF PRIORAUTHNOW’S TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES, OR PRACTICES, OR OTHERWISE HAVE A DISPUTE WITH PRIORAUTHNOW, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE THIS AGREEMENT AND DISCONTINUE USE OF OUR SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PRIORAUTHNOW NOR ANY OF ITS LICENSORS MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF OUR SERVICES OR THIS WEBSITE, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF OUR SERVICES OR REGISTRATION ON OUR WEBSITE, EVEN IF WE KNOW OR SHOULD KNOW THAT OTHER DAMAGES ARE POSSIBLE OR THAT DIRECT DAMAGES ARE NOT A SATISFACTORY REMEDY. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE EXTENT THEY ARE LAWFUL IN YOUR JURISDICTION. NEITHER YOU NOR PRIORAUTHNOW OR ANY OF ITS LICENSORS MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN $1,000; PROVIDED, HOWEVER, THAT THE LIMITATIONS OF LIABILITY DESCRIBED ABOVE DO NOT APPLY TO BREACHES OF INTELLECTUAL PROPERTY PROVISIONS OR INDEMNIFICATION OBLIGATIONS DESCRIBED IN THESE TERMS OF USE.

MISCELLANEOUS

The Terms of Use, the BAA, and the services agreement if one is in place, constitute the sole and entire agreement between you and PriorAuthNow with respect to the Website and the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Website and the Services. Failure to enforce any provision will not constitute a waiver of that provision. If any provision is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose. The headings contained in these Terms of Use are for convenience of reference only and will not affect or alter the meaning or effect of any provision hereof.

PriorAuthNow has no obligation to become involved in any dispute between a user of our Services and any other person. Our Services and these Terms of Use will be governed by and construed in accordance with the laws of the State of Ohio, excluding Ohio’s conflict of law rules. The exclusive venue for any dispute arising under or relating to this Agreement or our Services is Franklin County, Ohio, and the Parties consent to the exclusive personal jurisdiction of state and federal courts located in this county. Nothing in these Terms of Service limits either party’s ability to seek equitable relief in such courts.

HIPAA BUSINESS ASSOCIATE AGREEMENT

Recitals

a)Pursuant to the terms of the Underlying Agreement, Covered Entity wishes to disclose certain information to PriorAuthNow, some of which may constitute Protected Health Information (defined below).

b)Covered Entity and PriorAuthNow intend to protect the privacy and provide for the security of PHI disclosed to PriorAuthNow pursuant to the Underlying Agreement in compliance with the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) and regulations promulgated thereunder by the U.S. Department of Health and Human Services, as amended by Title XIII, Subtitle D of the Health Information Technology for Economic and Clinical Health Act of 2009, Public Law No. 111-5 (the “HIPAA Regulations”).

c)To the extent that PriorAuthNow creates, receives, maintains or transmits PHI on behalf of Covered Entity, PriorAuthNow may be considered a “Business Associate” of Covered Entity, as defined by HIPAA. Therefore, in such cases and as part of the HIPAA Regulations, including the Privacy, Security, Breach Notification and Enforcement Rules, Covered Entity is required to enter into a contract containing specific requirements with PriorAuthNow prior to any disclosure of PHI to PriorAuthNow. In consideration of the foregoing and the mutual promises below and the exchange of PHI pursuant to this Addendum, the parties agree as follows:

1. Definitions.

a)Except as otherwise defined herein, capitalized terms in this Addendum shall have the definitions set forth in the HIPAA Regulations, including, but not limited to, Parts 160 and 164, subparts A, C, D and E.

b)“Agreement” means both the Underlying Agreement and this Addendum.

c)“Electronic Protected Health Information” or “ePHI” shall mean Electronic Protected Health Information as defined in 45 C.F.R. § 160.103, limited to the PHI that PriorAuthNow received from or created or received on behalf of Covered Entity as Covered Entity’s business associate.

d)“Protected Health Information” or “PHI” shall have the same meaning as the term "protected health information" in 45 CFR §160.103, received from or created or received on behalf of Covered Entity as Covered Entity’s business associate.

e)"Required By Law" shall have the same meaning as the term "required by law" in 45 CFR § 164.512.

2. Obligations of PriorAuthNow.

a)Permitted Uses and Disclosures.

(i) PriorAuthNow may Use or Disclose Protected Health Information only if its Use or Disclosure is in compliance with this Addendum or as Required by Law. PriorAuthNow may not Use or Disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity, except as otherwise set forth in (ii), below.

(ii) Except as otherwise limited in this Addendum, PriorAuthNow may: (A) Use the PHI in its possession for its proper management and administration and to carry out the legal responsibilities of PriorAuthNow; (B) Disclose the PHI in its possession to a third party for the purpose of PriorAuthNow’s proper management and administration or to carry out the legal responsibilities of PriorAuthNow, provided that the Disclosures are Required By Law or PriorAuthNow obtains reasonable assurances from the third party that it will be held confidentially and used or further disclosed only as Required by Law or for the purposes for which it was disclosed to the third party and the third party notifies PriorAuthNow of any instances of which it is aware in which the confidentiality of the information has been breached; (C) provide Data Aggregation services relating to the Health Care Operations of the Covered Entity; (D) de-identify any and all PHI obtained by PriorAuthNow under this Addendum, and use such de-identified data, all in accordance with the de-identification requirements of the Privacy Rule; and (E) to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Underlying Agreement. PriorAuthNow agrees to make Uses and Disclosures and requests for PHI consistent with the minimum necessary policies and procedures of the Covered Entity to the extent provided to PriorAuthNow.

b. Appropriate Safeguards. PriorAuthNow shall implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of ePHI and shall implement appropriate safeguards to prevent the use or disclosure of PHI, other than as provided for by this Addendum.

c. Reporting of Improper Use or Disclosure. PriorAuthNow shall report to Covered Entity in writing any use or disclosure of PHI not provided for by this Addendum of which PriorAuthNow becomes aware including breaches of unsecured PHI as required by 45 CFR 164.410 within ten (10) business days of becoming aware of such use or disclosure. Covered Entity and PriorAuthNow will each use reasonable efforts to cooperate to mitigate the effects of any unauthorized use or disclosure and document the outcome.

d. PriorAuthNow’s Agents. If PriorAuthNow uses one or more subcontractors or agents to provide services under this Agreement, and as a result such subcontractors or agents create, maintain receive or transmit Protected Health Information on behalf of PriorAuthNow, each such subcontractor or agent shall sign an agreement with PriorAuthNow containing the same restrictions, conditions and requirements that apply to PriorAuthNow with respect to such information.

e. Access to Protected Health Information. PriorAuthNow shall make Protected Health Information maintained by PriorAuthNow in Designated Record Sets available to Covered Entity for inspection and copying within ten (10) business days of a request by Covered Entity in accordance with 45 CFR § 164.524 to enable Covered Entity to fulfill its obligations to permit individual access to PHI under the Privacy Rule. In the event any individual requests access to Protected Health Information directly from PriorAuthNow, PriorAuthNow shall within five (5) business days forward such request to the Covered Entity. Any denials of access to the Protected Health Information requested shall be the responsibility of the Covered Entity.

f. Amendment of PHI. Within ten (10) business days of receipt of a request from Covered Entity for an amendment of Protected Health Information in a Designated Records Set, PriorAuthNow shall make such Protected Health Information in its possession available to Covered Entity for amendment and incorporate any such amendment in accordance with 45 CFR § 164.526 to enable Covered Entity to fulfill its obligations with respect to requests by individuals to amend their PHI under the Privacy Rule. If any individual requests an amendment of Protected Health Information directly from PriorAuthNow or its agents or subcontractors, PriorAuthNow must notify Covered Entity in writing within ten (10) business days of receipt of the request. Any denial of amendment of Protected Health Information maintained by PriorAuthNow or its agents or subcontractors shall be the responsibility of Covered Entity.

g. Accounting Rights. Within thirty (30) days of notice by Covered Entity of a request for an accounting of disclosures of Protected Health Information, PriorAuthNow and its agents or subcontractors shall make available to Covered Entity the information required to provide an accounting of disclosures to enable Covered Entity to fulfill its obligations under the Privacy Rule, including, but not limited to, 45 CFR § 164.528. At a minimum, such information shall include: (i) the date of disclosure; (ii) the name of the entity or person who received Protected Health Information and, if known, the address of the entity or person; (iii) a brief description of Protected Health Information disclosed; and (iv) a brief statement of the purpose of such disclosure which includes an explanation that reasonably informs the individual of the basis for such disclosure, or in lieu of such statement: (a) a copy of a written request from the Secretary of the U.S. Department of Health and Human Services (“Secretary”) to investigate or determine compliance with HIPAA; or (b) a copy of a written request for such a disclosure under 45 CFR 164.512. In the event that the request for an accounting is delivered directly to PriorAuthNow, PriorAuthNow shall within ten (10) business days of the receipt of the request forward it to Covered Entity. It shall be Covered Entity’s responsibility to prepare and deliver any such accounting requested.

h. Governmental Access to Records. PriorAuthNow shall make its internal practices, books and records (including policies and procedures) relating to the use and disclosure of Protected Health Information received from, or created or received by the PriorAuthNow on behalf of Covered Entity, available to the Secretary, in a time and manner designated by the Secretary, for purposes of determining Covered Entity’s compliance with the HIPAA Regulations.

3. Obligations of Covered Entity. Covered Entity shall not request PriorAuthNow to Use or Disclose PHI in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Covered Entity, except for PriorAuthNow’s Use or Disclosure pursuant to Section 2A(ii) of this Addendum. Covered Entity shall provide PriorAuthNow with a copy of its notice of privacy practices produced in accordance with 45 CFR § 164.520, as well as any subsequent changes or limitation(s) to such notice, to the extent such changes or limitations may affect PriorAuthNow’s use or disclosure of Protected Health Information. Covered Entity shall provide PriorAuthNow with any changes in, or revocation of, permission to use or disclose Protected Health Information, to the extent it may affect PriorAuthNow’s permitted or required uses or disclosures. To the extent that it may affect PriorAuthNow’s permitted use or disclosure of Protected Health Information, Covered Entity shall notify PriorAuthNow of any restriction on the use or disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 45 CFR § 164.522.

4.Term.This Addendum shall continue in effect as to the Underlying Agreement to which it applies until such Underlying Agreement expires or is terminated, whichever first occurs. However, certain obligations will continue past such termination or expiration as specified in this Addendum.

5. Termination.

a. Material Breach. In addition to any other provisions in the Underlying Agreement regarding breach, a material breach by either party of this Addendum shall constitute a material breach of the Underlying Agreement and shall provide grounds for termination of the Underlying Agreement by the non-breaching party pursuant to the provisions of the Underlying Agreement covering termination for cause. The following shall apply to termination for breach of this Addendum, subject to Section 5(b):

(1) Default. If a party refuses or fails to timely perform any of the provisions of this Addendum, the non-breaching party may notify the other party in writing of the non-performance, and if not corrected within thirty (30) days, the non-breaching party may immediately terminate this Addendum and the Underlying Agreement. The parties shall continue performance of the Underlying Agreement to the extent it is not terminated.

(2) Erroneous Termination for Default. If after such termination it is determined, for any reason, that there was no such default, or that any action/inaction was excusable, such termination shall be treated as a termination for convenience, and the rights and obligations of the parties shall be the same as if the Underlying Agreement had been terminated for convenience, as described in this Addendum or in the Underlying Agreement.

b. Reasonable Steps to Cure Breach. If Covered Entity knows of a pattern of activity or practice of PriorAuthNow that constitutes a material breach or violation of the PriorAuthNow’s obligations under the provisions of this Addendum or another arrangement and does not terminate this Agreement pursuant to Section 5(a), then Covered Entity shall take reasonable steps to cure such breach or end such violation, as applicable. If Covered Entity’s’s efforts to cure such breach or end such violation are unsuccessful, Covered Entity shall either (i) terminate this Agreement, if feasible or (ii) if termination of this Agreement is not feasible, Covered Entity shall report PriorAuthNow’s breach or violation to the Secretary.

c.Effect of Termination.

(1) Except as provided in paragraph (2) of this subsection, upon termination of this Addendum or the Underlying Agreement, for any reason, PriorAuthNow shall return or destroy all Protected Health Information that PriorAuthNow still possess or maintains in any form, and shall retain no copies of such Protected Health Information except that PriorAuthNow may retain PHI necessary to continue its proper management and administration or to carry out its legal responsibilities.

(2) If PriorAuthNow believes that returning or destroying the Protected Health Information is not feasible, including but not limited to, a finding that record retention requirements provided by law make return or destruction infeasible, PriorAuthNow shall promptly provide Covered Entity notice of the conditions making return or destruction infeasible. Upon mutual agreement of Covered Entity and PriorAuthNow that return or destruction of Protected Health Information is infeasible, PriorAuthNow shall continue to extend the protections of Sections 2(c) of this Addendum to such information, and shall limit further use of such Protected Health Information to those purposes that make the return or destruction of such Protected Health Information infeasible. This provision shall survive the termination or expiration of this Addendum and/or any Underlying Agreement.

6. Amendment. The parties acknowledge that state and federal laws relating to data security and privacy are rapidly evolving and that amendment of this Addendum may be required to provide for procedures to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement the standards and requirements of HIPAA, the HIPAA Regulations and other applicable laws relating to the security or privacy of Protected Health Information. The parties understand and agree that Covered Entity must receive satisfactory written assurance from PriorAuthNow that PriorAuthNow will adequately safeguard all Protected Health Information. Upon the request of either party, the other party agrees to promptly enter into negotiations concerning the terms of an amendment to this Addendum embodying written assurances consistent with the standards and requirements of HIPAA, the HIPAA Regulations or other applicable laws or regulations. Either party may terminate the Agreement upon thirty (30) days written notice in the event (i) the other party does not promptly enter into negotiations to amend this Agreement when requested pursuant to this Section or (ii) the other party does not enter into an amendment to this Agreement providing assurances regarding the safeguarding of PHI that the terminating party, in its sole discretion, deems sufficient to satisfy the standards and requirements of HIPAA, the HIPAA Regulations and other applicable laws.

7. No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity, PriorAuthNow and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.

8. Effect on Underlying Agreement. Except as specifically required to implement the purposes of this Addendum, or to the extent inconsistent with this Addendum, all other terms of the Underlying Agreement shall remain in force and effect. This Addendum is incorporated into the Underlying Agreement as if set forth in full therein. The parties expressly acknowledge and agree that sufficient mutual consideration exists to make this Addendum legally binding in accordance with its terms. PriorAuthNow and Covered Entity expressly waive any claim or defense that this Addendum is not part of the agreement between the parties under the Underlying Agreement.

9. Interpretation and Order of Precedence. This Addendum is incorporated into and becomes part of the Underlying Agreement identified herein. Together, this Addendum and the Underlying Agreement constitute the “Agreement” of the parties with respect to any business associate relationship under HIPAA and the HIPAA Regulations. The provisions of this Addendum shall prevail over any provisions in the Underlying Agreement that may conflict or appear inconsistent with any provision in this Addendum. This Addendum and the Underlying Agreement shall be interpreted as broadly as necessary to implement and comply with HIPAA and the HIPAA Regulations. The parties agree that any ambiguity in this Addendum shall be resolved in favor of a meaning that complies and is consistent with HIPAA and the HIPAA Regulations. This Addendum supersedes and replaces any previous separately executed HIPAA addendum between the parties. In the event of any conflict between the mandatory provisions of the HIPAA Regulations and the provisions of this Addendum, the HIPAA Regulations shall control. Where the provisions of this Addendum differ from those mandated by the HIPAA Regulations, but are nonetheless permitted by the HIPAA Regulations, the provisions of this Addendum shall control.

10. Survival of Certain Contract Terms. Notwithstanding anything herein to the contrary, PriorAuthNow’s obligations under Section 5 shall survive termination of this Agreement and shall be enforceable by Covered Entity as provided herein in the event of such failure to perform or comply by the PriorAuthNow.

11. Relationship of the Parties. The relationship between the parties is that of independent contractor, and nothing in this Addendum shall be construed to make either party an agent, servant or employee of the other party or to create any joint venture, partnership, or other association between the parties other than that of independent contractor. No act or omission of any party (or any of its agents, servants or employees) shall be construed to make or render such party (or any of its agents, servants or employees) an agent, servant, representative, employee of, or joint venturer with, the other party.

12. Notice. All required notices shall be in writing and shall made consistent with the notice provisions of the Underlying Agreement.

13. Regulatory References. A reference in this Agreement to a section in the HIPAA Regulations means the section as in effect or as amended during the Term of this Addendum.

14. Amendment. The Parties agree to take such action as is necessary to amend this Addendum from time to time as is necessary for Covered Entity and/or PriorAuthNow to comply with the requirements of the HIPAA and the HIPAA Regulations.

I have read the Terms of Agreement and HIPAA Business Associate Agreement

OUR TEAM

Joe Anstine

Co-Founder & CEO

The brain behind PriorAuthNow dons a crew cut and solid color v-neck, always pushing the team to new heights.

amol arora md

Co-Founder & CMO

Amol is a full time doctor, dad, and entrepreneur. We aren’t quite sure how he does it all, but we are pretty sure it involves magic.

brett boswell

Business Development Manager

Brett has built a pipeline from scratch and continues to bring us more customers than we know what to do with!

"There is no other place I would rather be."

Hannah gray

Manager of Internal and Community Operations

Hannah is our resident culture environmentalist. She holds us accountable and keeps customers in the know.

granville schmidt

Principal Site Reliability and Security Architect & Security Officer

Granville, obsessed with building healthcare companies, is creating a complete system of strength here at PAN.

Gina Winkler

Chief Product Officer

"We have the right people at the table, which means amazing things happen."

Mike Blackwell

COO

Mike is not only a mediocre baseball player, he is an ultimate pro when it comes to understanding people and the products they want.

Bart Murphy

Chief Technology Officer

Solving difficult problems with technology is part of Bart’s DNA. Unfortunately, so is playing golf (terribly), watching Husker football, and reliving his college wrestling days.

JENNIFER STUBBS

Manager, Medical Specialists and Support

With over 17 years of healthcare experience, Jennifer is excited to be part of the solution to a frustrating and complicated process. Goals over the next two years include remodeling her master bath and cultivating the best square foot garden this side of the Mississippi.

"This is a place that takes chances on people."

RYAN MONNIN

Chief Revenue Officer

Ryan’s dream is to travel the world, but he’ll start with visiting (and helping) every health system in the country.

Drew Sheppard

Senior Vice President of Operations

Drew has a weekly standup meeting with his wife and kids-who tend to not follow the family project plan.

ted tasker

Senior Systems Analyst

Ted may mispronounce a lot of words with his Canadian ways, but he slays the data for our customers.

"Passion follows passion."

george barsa

Lead Product Architect

George is a man of persistence and complete determination to build the best product out on the market.

MATT FOX

Sr. Developer

David Campbell

Sr. Front-End Developer

Life just got crazy for this new father. Juggling a new baby, building the face of our product, and making the journey look effortless – that’s David.

"We are more than four walls and an operating system."

SARAH LANGLEY

Manager of Quality Assurance

Joe White

Software Engineer

A difference maker; Joe uses his tactical awareness to quickly reduce the entropy of a situation.

Amanda Ronis

BI Developer

"I am constantly challenged and encouraged to be my best."

Max Greschl

Site Reliability Engineer

Hannah Thompson

Strategic Account Executive

We’re always on the lookout for fresh talent.

Core Values

Stop, collaborate, & listen

This means we take the time to make sure everyone is heard and has a say in decisions, it is at the core of everything we do. In the words of our favorite rapper, “We make it hype and you want to step with this.”

Embrace Openness & Honesty

This means we are transparent, plain and simple. We set a very high bar for our customers, our staff, and our community. We won’t hire people who are secretive, untrustworthy, or have hidden agendas. We operate as a unit and will not tolerate mediocrity in these values. (Although we will tolerate mediocre singing…)

Be a scrappy bunch

Have you ever been in a room full of doers? They talk less, do more, and simply figure out how to get things done. We don’t cut corners. We take chances on new ideas and people, honoring grit and ability over experience.

Create funny moments

This business is not easy. Finding humor is a necessity for our team. We spend more time with each other than our dogs (sorry Scooby), so it better be enjoyable! We charge each other to keep the big picture in mind and to not become overwhelmed by semantics.

POWER THROUGH

We push you to operate at 100% productivity. You are responsible for the outcomes. If you can solve the problem today, do not wait for tomorrow. Finish it.